VISTA DEL RIO HOUSING PARTNERS, L.P.

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reasonably require VISTA DEL RIO, at VISTA DEL RIO'S expense, to move, alter or relocate its facilities (hereinafter called "rearrangement") to another location within the ORANGE street to avoid such danger, interference or obstruction, in conformity with the written notice of the ORANGE City Engineer, and VISTA DEL RIO shall hold harmless SANTA ANA from any damages or claims caused by such arrangements. (b) Whenever, during the existence of this Agreement, ORANGE shall cause the change of the grade, width or location of any ORANGE street or cause the improvement of any ORANGE street in any manner, including the laying of any sewer, storm drain, conduits, gas, water or other pipes, or cause the construction of any pedestrian tunnels, or other work (the right to do all of which specifically reserve to ORANGE without any admission on its part that it would not otherwise have such rights), and such work shall, in the reasonable opinion of the ORANGE City Engineer, render necessary any change in the position or location of any of VISTA DEL RIO'S facilities in the ORANGE street that are subject to this Agreement, VISTA DEL RIO shall, at its own cost and expense, do any and all things to effect such change in position, or location, in conformity with the written notice of the ORANGE City Engineer; provided, however, that ORANGE shall allow relocation of VISTA DEL RIO'S facilities elsewhere within the ORANGE street right-of-way. In the event that relocation of VISTA DEL RIO'S facilities may be avoided by reasonable modifications to the ORANGE project while still achieving the sought -for benefits of the project, consistent with accepted engineering practices, VISTA DEL RIO'S obligation may be limited to payment to ORANGE of such additional costs and expenses as are incurred by ORANGE to design, construct, and operate the modified project in a way that avoids the relocation of VISTA DEL RIO'S facilities. ORANGE and VISTA DEL RIO shall cooperate to minimize any disruption in the use of VISTA DEL RIO'S facilities or the use of other facilities impacted by the ORANGE project, and VISTA DEL RIO shall hold harmless SANTA ANA from any damages or claims caused by such arrangements. (c) When such rearrangement is not done for an ORANGE project and/or for an ORANGE facility but is done solely for the accommodation of any person, firm or corporation other than ORANGE, VISTA DEL RIO or SANTA ANA, VISTA DEL RIO shall, at the reasonable request of the ORANGE City Engineer, move, alter or relocate VISTA DEL RIO'S facilities that are subject to this Agreement to another location in the street -right-of-way; provided, however, the cost of such arrangement shall be borne by the accommodated party. Such accommodated party, in advance of such arrangement, shall deposit with ORANGE or the ORANGE City Clerk cash or a corporate surety bond in an amount, as in the reasonable discretion of the ORANGE City Engineer, shall be required to pay the costs of such rearrangement, and such accommodated party shall execute an instrument agreeing to indemnify and hold harmless VISTA DEL RIO or SANTA ANA from any and all damages or claims caused by such arrangement. (d) VISTA DEL RIO shall be given not less than one hundred eighty (180) days' written notice of any rearrangement of facilities, which VISTA DEL RIO is required to make hereunder. Such notice shall specify in reasonable detail the work to be done by VISTA DEL RIO and shall specify the time that such work is to be accomplished. In the event that ORANGE shall change the provisions of any such notice given to VISTA DEL RIO, VISTA DEL RIO shall be given an additional period not less than one hundred eighty (180) days to accomplish such work. El